REG - Greatland Gold PLC - Results of Placing

Greatland GoldAnnouncement

25/08/2022 08:00

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RNS Number : 2073X  Greatland Gold PLC  25 August 2022

25 August 2022

THIS ANNOUNCEMENT (INCLUDING THE IMPORTANT NOTICES) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF THE LAW OF THE UNITED KINGDOM BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA THE REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION
IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

Greatland Gold plc
("Greatland" or "the Company")

Results of Placing

Greatland Gold plc (AIM:GGP), is pleased to announce the successful completion
of the Placing announced yesterday, 24 August 2022 (the "Placing
Announcement"). The Placing was oversubscribed.

Following strong demand in the bookbuild, the total gross proceeds from the
Placing has increased from the minimum amount of approximately US$30 million
to approximately US$35 million (approx. £29.7million). A total of 362,880,180
Placing Shares have been placed at an Issue Price of 8.2p per New Ordinary
Share. The Issue Price represents a discount of approximately 15.5 per cent to
the closing mid-market share price per Ordinary Share on 23 August 2022.

Capitalised terms used but not defined in this announcement shall have the
meaning given to them in the Placing Announcement.

 

PDMR Participation

Shaun Day, Managing Director of the Company, and Chris Toon, Chief Financial
Officer, (the "Participating PDMRs"), have agreed to participate in the
Placing for an aggregate total of 785,400 Placing Shares at the Issue Price.
On Admission, following the issue of the Placing Shares, the interests of the
Participating PDMRs in the Company's enlarged share capital will be as
follows:

 Participating PDMRs  Number of existing ordinary shares  Number of Placing Shares  Resultant shareholding  % Share Capital as enlarged by the Placing
 Shaun Day            375,000                             714,000                   1,089,000               0.024%
 Chris Toon           110,000                             71,400                    181,400                 0.004%

 

Admission and Total Voting Rights

Application will be made for the New Ordinary Shares to be admitted to trading
on the AIM market of the London Stock Exchange. It is expected that Admission
will become effective at commencement of trading on 31 August 2022 and
settlement is expected to take place on the same date.

Following Admission of the Placing Shares, the total number of ordinary shares
of the Company in issue will be 4,572,408,501. The Company does not hold any
ordinary shares in treasury. Therefore the total number of voting rights in
the Company will be 4,572,408,501 and this figure may be used by shareholders
as the denominator for the calculations by which they will determine if they
are required to notify their interest in, or a change in their interest in,
the share capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.

 

 

Enquiries:

 Greatland Gold PLC                                   +44 (0)20 3709 4900

 Shaun Day                                            info@greatlandgold.com (mailto:info@greatlandgold.com)

                                                      http://www.greatlandgold.com/ (http://www.greatlandgold.com/)

 SPARK Advisory Partners Limited (Nominated Adviser)  +44 (0)20 3368 3550

 Andrew Emmott/ James Keeshan

 Canaccord Genuity (Joint Bookrunner)                 +44 (0)20 7523 8000

 James Asensio/ Sam Lucas/ Patrick Dolaghan

 Sprott Capital Partners LP (Joint Bookrunner)        +44 (0)20 3826 0281

 Filipe Martins/ Leslie Yang/ Chris Tonkin

 Gracechurch Group (Media and Investor Relations)     +44 (0)20 3488 7510

 Harry Chathli/Alexis Gore

 

 

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES AND IS DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS
WHO ARE QUALIFIED INVESTORS ("EEA QUALIFIED INVESTORS"), BEING PERSONS FALLING
WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129
(THE "PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO
ARE QUALIFIED INVESTORS ("UK QUALIFIED INVESTORS"), BEING PERSONS FALLING
WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 AS
IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION"), AND WHO ARE ALSO (I) PERSONS FALLING
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER"), OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D)
(HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER, OR
(C) IF IN AUSTRALIA, PERSONS WHO ARE EITHER (I) SOPHISTICATED INVESTORS WITHIN
THE MEANING OF SECTION 708(8) OF THE AUSTRALIAN CORPORATIONS ACT 2001 (CTH)
("CORPORATIONS ACT"), (II) AN EXPERIENCED INVESTOR MEETING THE CRITERIA IN
SECTION 708(10) OF THE CORPORATIONS ACT OR (III) A "PROFESSIONAL INVESTOR"
WITHIN THE MEANING OF SECTION 708(11) OF THE CORPORATIONS ACT (ALL SUCH
PERSONS REFERRED TO ABOVE AS "WHOLESALE INVESTORS"), OR (D) IF IN HONG KONG,
TO PERSONS WHO ARE A PROFESSIONAL INVESTOR AS DEFINED IN THE SECURITIES AND
FUTURES ORDINANCE (CAP. 571 OF THE LAWS OF HONG KONG) AND RULES MADE
THEREUNDER ("PROFESSIONAL INVESTORS"), OR (E) PERSONS IN CANADA WHO ARE AN
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SECTION 1.1 OF NATIONAL INSTRUMENT
45-106 - PROSPECTUS EXEMPTIONS ("NI 45-106") OF THE CANADIAN SECURITIES
ADMINISTRATORS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), OR (F)
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
REFERRED TO IN (A), (B), (C), (D), (E) and (F) ABOVE TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS").

EXCEPT AS OTHERWISE EXPRESSLY AGREED WITH THE PLACING AGENTS AND THE COMPANY,
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT
AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA. THE PLACING
SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR UNDER THE SECURITIES LAWS
OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO
OR WITHIN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA)
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE ONLY
BEING OFFERED AND SOLD (I) OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" AS DEFINED IN AND PURSUANT TO REGULATION S UNDER THE US
SECURITIES ACT ("REGULATION S"); OR (II) WITHIN THE UNITED STATES TO CERTAIN
QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE US SECURITIES
ACT IN TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING IN THE UNITED STATES.

THE PLACING SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES
AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY
AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES
PASSED UPON OR ENDORSED THE MERITS OF THE FUNDRAISE OR THE ACCURACY OR
ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES.

NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING
MADE IN THE EEA, THE UNITED KINGDOM, CANADA, AUSTRALIA, THE UNITED STATES OR
ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW) OR ELSEWHERE.

This Announcement is for information purposes only and does not itself
constitute or form part of an offer to sell or issue or the solicitation of an
offer to buy or subscribe for securities referred to herein in any
jurisdiction including, without limitation, the United States of America
(including its territories and possessions, any state of the United States and
the District of Columbia), Canada, Australia, New Zealand, South Africa, Japan
or Hong Kong (each a "Restricted Territory") or in any other jurisdiction
where such offer or solicitation is unlawful. No public offering of securities
will be made in connection with the Placing in the EEA, the United Kingdom,
Canada, the United States, Australia, New Zealand, South Africa, Japan, Hong
Kong or any other Restricted Territory or elsewhere.

Subject to certain exceptions, this Announcement, and the information
contained herein, is not for release, publication or distribution, directly or
indirectly, to persons in any Restricted Territory or in any other
jurisdiction in which such release, publication or distribution is unlawful.
The distribution of this Announcement and the Placing and/or the offer or sale
of the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, Sprott Capital Partners LP ("Sprott") or
Canaccord Genuity Limited ("Canaccord") (together the "Joint Bookrunners"), or
any of their respective Affiliates, or any of their, or their respective
Affiliates' partners, directors, officers, members, employees, agents or
advisers which would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons distributing any part of this Announcement must
satisfy themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek appropriate
advice before taking any such action. Persons into whose possession this
Announcement comes are required by each of the Company and the Joint
Bookrunners to inform themselves about, and to observe, any such restrictions.

All offers of the Placing Shares will be made pursuant to an exemption from
the requirement to produce a prospectus under either the Prospectus
Regulation, the UK Prospectus Regulation, the Corporations Act or Canadian
securities laws or the KH Professional Investor Regulation, as applicable.
This Announcement is being distributed and communicated to persons in the
United Kingdom only in circumstances to which section 21(1) of the Financial
Services and Markets Act 2000, as amended ("FSMA") does not apply.

Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or in any other
jurisdiction where such offer or sale is unlawful or to, or for the account or
benefit of, a citizen or resident, or a corporation, partnership or other
entity created or organised in or under the laws of a Restricted Territory or
in any other jurisdiction where such offer or sale is unlawful.

This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by either Joint Bookrunner or any of their respective Affiliates, nor
any of their or their respective Affiliates' partners, directors, officers,
employees, agents or advisers as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information
made available to or publicly available to any party or its advisers, and any
liability therefore is expressly disclaimed.

The Joint Bookrunners are acting exclusively for the Company and no-one else
in connection with the Placing and are not, and will not be, responsible to
anyone (including the Placees) other than the Company for providing the
protections afforded to their clients nor for providing advice in relation to
the Placing and/or any other matter referred to in this Announcement.

None of the Company, the Joint Bookrunners nor their respective Affiliates,
nor any of its, or their respective Affiliates', partners, directors,
officers, employees, agents or advisers, makes any representation or warranty,
express or implied to any Placees regarding any investment in the securities
referred to in this Announcement under the laws applicable to such Placees.
Each Placee should consult its own advisers as to the legal, tax, business,
financial and related aspects of an investment in the Placing Shares.

 

PDMR SHAREHOLDINGS

 1   Details of the person discharging managerial responsibilities
 a)  Name                                             Shaun Day
 2   Reason for the notification
 a)  Position/status                                  Managing Director - classified as PDMR of the Company
 b)  Initial notification/ Amendment                  Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                             Greatland Gold plc
 b)  LEI                                              213800KMN7LDF4VRPQ10
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument          Ordinary Shares of 0.1 pence each
 b)  Identification code of the Financial Instrument  GB00B15XDH89
 c)  Nature of the transaction                        Purchase of Ordinary Shares
 d)  Price(s) and volume(s)

Price(s)    Volume(s)
                                                      GBP 58,548  714,000

 

 e)  Aggregated information:  volume, Price           Not applicable - single transaction
 f)  Date of the transaction                          25 August 2022
 g)  Place of the transaction                         London Stock Exchange, AIM Market (XLON)

 

 

e)

Aggregated information:  volume, Price

Not applicable - single transaction

f)

Date of the transaction

25 August 2022

g)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                             Chris Toon
 2   Reason for the notification
 a)  Position/status                                  Chief Financial Officer - classified as PDMR of the Company
 b)  Initial notification/ Amendment                  Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                             Greatland Gold plc
 b)  LEI                                              213800KMN7LDF4VRPQ10
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument          Ordinary Shares of 0.1 pence each
 b)  Identification code of the Financial Instrument  GB00B15XDH89
 c)  Nature of the transaction                        Purchase of Ordinary Shares
 d)  Price(s) and volume(s)

Price(s)      Volume(s)
                                                      GBP 5,854.80  71,400

 

 e)  Aggregated information:  volume, Price           Not applicable - single transaction
 f)  Date of the transaction                          25 August 2022
 g)  Place of the transaction                         London Stock Exchange, AIM Market (XLON)

 

 

e)

Aggregated information:  volume, Price

Not applicable - single transaction

f)

Date of the transaction

25 August 2022

g)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

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